**ANNEX
H (SN  )  

TO  

AIRCRAFT LEASE AGREEMENT (SN  )  

DATED AS OF DECEMBER \_\_\_\_, 2005**

**Definition of “Guarantor Change of Control”**

“Guarantor Change of Control” means the occurrence of any of the following:

          (1) the sale, lease, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of all
or substantially all of the properties or assets of the Guarantor and its
subsidiaries (determined on a consolidated basis);

          (2) the adoption of a plan relating to the liquidation or dissolution of the
Guarantor;

          (3) any “person” (as such term is used in Section 13(d)(3) of the Exchange Act)
becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5
under the Exchange Act), directly or indirectly through one or more intermediaries,
of more than 50% of the voting power of the outstanding voting stock of the
Guarantor; or

          (4) the first day on which more than a majority of the members of the board of
directors are not Continuing Directors (as hereinafter defined); provided, however,
that, with respect to clause (3) above, a transaction in which the Guarantor becomes
a subsidiary of another Entity (as hereinafter defined) shall not constitute a
Change of Control if